User Terms of Service Agreement

Last updated on

July 29, 2019

Introduction

This User Terms of Service Agreement (the “User Terms”) describes your rights and responsibilities and governs your access when using our people directory tools & technologies (our “Services”). The mobile software application (“the App”), the web interface (“the Web Client”), the backend management tools (“the Admin Tools”), all outputs of the system, all future Names & Faces tools, and all intellectual property relating to each of those elements, make up our Services. We own all the intellectual property relating to, and have exclusive rights to our Services.

Who is the “Client” and who is the “User”

“The Client” is the entity or person that initiated the creation of a Names & Faces directory. If you are trialling any of our Services or are being invited to access a Names & Faces directory already created by a Client, then you are a “User”. These User Terms govern your access and use of our Services from the instant you first access our Services.

To access the Client Names & Faces directory through our Services, you need to agree to these User Terms. If you are a Client and a User, you will be bound to our Client Terms, too. If there is a conflict between the User Terms and the Client Terms, the Client Terms will take precedence.

Who is “Names & Faces” and what is the “Names & Faces Extended Ecosystem”?

When we talk about “Names & Faces,” “we,” “our,” or “us” in this policy, we are referring to the Names & Faces Group of Companies. This is currently made up of Names & Faces, Inc., Names & Faces UK Ltd (UK), and Names and Faces Studio (Pty) Ltd (South Africa).

Names & Faces, Inc. is a Delaware Corporation with EIN Number: 61-1898625 and place of business at 500 University Avenue, Palo Alto, CA 94301, USA.

Names & Faces UK Ltd. is registered under the Companies Act of 2006 with company number 10433567 and registered office at Names & Faces UK Ltd. c/o Buzzacott LLP, 130 Wood Street London, EC2V 6DL, United Kingdom.

Names and Faces Studio (Pty) Ltd is registered under the 2008 Companies Act of South Africa with Company registration number 2018 / 530596 / 07 and place of office at 1st Floor Dean Street Arcade, Newlands, 7700, Cape Town, South Africa.

The “Names & Faces Extended Ecosystem” includes our employees and our third party contractors. We may leverage them in exercising our rights and performing our obligations under these User Terms.

Why you are using our Services

You have been invited to access a Names & Faces directory created and managed by the “Client”. You are therefore considered to be one of the Client’s “Authorised End Users”. You would like to use our Services to access this Names & Faces directory.

These User Terms are legally binding

These User Terms are a legally binding contract between you and us and will apply from the moment you access or use the Services. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which we refer to in these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of an update to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the updated User Terms and Acceptable Use Policy.

The Relationship Between You, our Client and Us

You are an Authorised End User of a directory created and managed by our “Client”

If, for example, you are accessing your employer’s Names & Faces directory, then our Client is your employer. If you are accessing a Names & Faces directory created by a friend to connect people within your community, then our Client is your friend. It is the Client that is granting you access to their Names & Faces directory.

What this means for You—and for Us

The content you have been granted access to through our Services contains information and photographs provided to us by the Client (“Client Information”). The gathering and publication of this Client Information is entirely the Client’s choice and responsibility. Should you have any objections or concerns with any of the information included in a Names & Faces directory, you should first address this with the Client, as they are responsible for the content of their Names & Faces directory. If you receive no response from the Client, please feel free to email us athello@namesandfaces.com and we will make every effort to resolve the matter.

Separate to this Agreement, our Client has agreed to our Client Terms of Service permitting them to create and manage a Names & Faces directory. The Client Terms of Service contains our commitment to deliver our Services to the Client, who in turn invites Authorised End Users to access their Names & Faces directory. When you, as an Authorised End User, submit content or information (“User Data”) to the Services, such as by writing notes or creating groups, you acknowledge and agree that this User Data is owned by the Client and that the Client Terms of Service provides the Client with control over this User Data.

For example, the Client may grant or revoke your access to the Services, enable or disable third party integrations and make changes to the content and structure of the directory. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all User Data.

Analytics and Communication

We may track your use of the Services as outlined in our Privacy Policy. This tracking includes, but is not limited to statistical and analytical purposes to improve functionality of the Services, to inform the Client of how Users are making use of the Services and to ensure Users are abiding by our Acceptable Use Policy.

We may communicate with you to help you make effective use of our Services and to request feedback relating to your use of our Services. We may use your contact details to send you communication about our products and Services including relevant notifications from the Client and other Users. You will always be given the option to unsubscribe from this communication after which we will no longer contact you. We will never share your contact details with any party outside of the Names & Faces Extended Ecosystem unless required to do so by law.

Circumstances under which your access may be terminated

We may terminate your access to our Services through instruction from the Client. These instructions may be given to us for any reason, for example, as a result of you no longer being involved with the Client, such as when you leave their employ or are no longer officially or professionally associated with the Client.

We may also at any time and without any cause, cancel or terminate your access to the Services at our sole discretion, without any liability. Termination of your access to the Services may be as a result of you disobeying the provisions of the Acceptable Use Policy.

We offer no guarantees that content you create while using our Services, such as notes and groups, will be available to you after cancellation.

Rights and Warranties

Our Rights

You agree that we own the rights to all Names & Faces Services. Nothing in these User Terms grants you any right, title or interest in any of our Services other than as required to use them within the terms of this Agreement. You may never attempt to gain any right, title or interest in any of our Services. In order to protect our property you will take all reasonable precautions to limit any unauthorised disclosure, reproduction or use.

You recognise that the Services are our protectable interests and agree that at no time may any of the Services, or any rights in terms of this Agreement, be assigned, sub-licensed or otherwise transferred or made available to third parties. You may never attempt to lay a claim over any of the Names & Faces Services.

We are entitled to develop, withdraw, replace, modify and improve all or some of our Services throughout the Client’s Licence Subscription Period. This may require temporarily interrupting your use of the Services, which we shall inform you about with reasonable notice.

We may engage with you in order to receive feedback relating to your use of our Services. We may use your contact details and those of your Authorised End Users to send you electronic communication about our products and services. You will always be given the option to unsubscribe from this communication after which we will no longer contact you. We will never share your contact details with any third party.

Our Warranties

We warrant that we will at all times employ individuals who conduct themselves with the requisite care, skill and diligence of an expert in their field during the process of creating and maintaining the Services. We do not warrant that our Services are error free, that you will be able to access the Client’s Names & Faces directory without problems or interruptions, or that they will be free vulnerability to intrusion or attack.

General Terms

These User Terms include all conditions and terms for your use of our Services and these terms overrule any other discussions or agreements which may take place. We agree that these User Terms may be agreed to electronically and that such electronic agreements are considered here to be equivalent to physically signed agreements.

These User Terms will be governed in all respects by the laws of the Republic of South Africa without regard to its conflicts of laws principles. We consent and submit to the non-exclusive jurisdiction of the High Court of South Africa (Western Cape Division, Cape Town) in respect of any litigation arising in terms of this Agreement.

Indemnity and Limitation of Liability

You agree that under no circumstances will we be liable to you for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgments, suits, expenses, disbursements, fines or other amounts which you may sustain or suffer (or with which you may be threatened) as a result of, whether directly or indirectly, these User Terms or your use of the Services. You also agree to indemnify us against any claims that we may suffer from any third parties as a result of your use of the Services. .

Privacy Policy

Please see our Privacy Policy for more information on how we collect and use data relating to the use and performance of our Services.

The following Section only applies to Users based within South Africa

Disclosure in terms of section 43 of Electronic Communications and Transactions Act 25 of 2002

Site owner: The Roof House Media Proprietary Limited T/A Names & Faces (trading as "Names & Faces"), registration number 2000/021160/07
Legal status: The Roof House Media Proprietary Limited T/A Names & Face is a private company, duly incorporated in terms of the applicable laws of South Africa
Director: Paul Dimitri Galatis
Description of main business of Names & Faces: development and licensing of technology that gives organisations and individuals the ability to create, customise and distribute lists to closed, qualified communities of users
Email address: hello@namesandfaces.com
Website address: https://www.namesandfaces.com/
Physical address: 1st Floor Dean Street Arcade, Dean Street, Newlands, Cape Town, 7700
Postal address: 1st Floor Dean Street Arcade, Dean Street, Newlands, Cape Town, 7700
Registered address: 1st Floor Dean Street Arcade, Dean Street, Newlands, Cape Town, 7700

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